Common use of General Meeting Clause in Contracts

General Meeting. (a) Upon the execution of this Agreement, the Company must promptly cause a proposed notice of a general meeting of its shareholders which includes the proposal to pass or approve the Approval Resolution(s), an accompanying explanatory statement and proxy form to be prepared (and the Company must provide the Purchaser with any drafts of those documents, and take into account all reasonable comments of, the Purchaser in relation to the content of those documents) and to be submitted to ASX pursuant to the listing rules of ASX (“ASX Listing Rules”) and to the Australian Securities and Investments Commission (“ASIC”) in accordance with ASIC Regulatory Guide 74. The Company must inform the Purchaser of any material matters raised by ASX or ASIC on the documents and promptly provide the Purchaser with any new information which is to be included in, or which is required to supplement, those documents. (b) The Company must ensure that the notice of meeting and accompanying explanatory statement and proxy form have been prepared in accordance with all applicable laws, policy, the ASX Listing Rules and ASIC Regulatory Guide 74. Each party must ensure that the information it provides for the purpose of the explanatory statement complies with such requirements, and are not misleading or deceptive (whether by omission or otherwise). (c) On or prior to the execution of this Agreement, the Company must appoint an independent expert to prepare a report to be provided to the directors of the Company and its shareholders to opine as to whether the issue of the Tranche 2 Shares to the Purchaser is fair and reasonable to the Company’s shareholders (other than the Purchaser) (“Independent Expert’s Report”). (d) Promptly, but in any case no later than three Business Days, following ASX and ASIC each giving the Company written approval for, or a written statement that it has no objection to, the Company sending the notice of the general meeting, accompanying explanatory statement (including the Independent Expert’s Report) and proxy form (with or without amendments to the form of those documents as had been initially submitted to ASX and ASIC, and with dates and other details completed as applicable to the general meeting), the Company must send the notice of the general meeting of its shareholders, along with the accompanying explanatory statement (including the Independent Expert’s Report) and proxy form (collectively, the “Notice of Meeting”) and convene the meeting (“General Meeting”) in accordance with the Notice of Meeting, the ASX Listing Rules, the Corporations Act and the Company’s constitution. (e) The Notice of Meeting will specify a date for the meeting no earlier than the earliest date the meeting may be lawfully convened, and not more than five weeks after an announcement is made to ASX by the Company confirming dispatch of the Notice of Meeting to its shareholders. (f) For the purposes of this Agreement, the “Approval Resolution(s)” is or are a resolution which is, or such resolutions as are, necessary or desirable to authorise and approve the issue of the maximum number of the Tranche 2 Shares (as set out in Exhibit A) to the Purchaser in accordance with and for the purposes of the ASX Listing Rules, section 611, item 7 of the Corporations Act and the Company’s constitution. (g) The Company will procure that the directors of the Company (other than Xx. Xxxxx Xxxxx, once appointed as a director of the Company) will unanimously recommend that the Company’s shareholders vote in favour of the Approval Resolutions to be proposed at the General Meeting.

General Meeting. (a) Upon 15.1 Subject to the execution provisions of this AgreementSection 174 of the Act, the Company must promptly cause a proposed notice of a general meeting of its shareholders which includes the proposal to pass or approve the Approval Resolution(s), an accompanying explanatory statement and proxy form to be prepared (and the Company must provide the Purchaser with any drafts of those documents, and take into account all reasonable comments of, the Purchaser in relation to the content of those documents) and to be submitted to ASX pursuant to the listing rules of ASX (“ASX Listing Rules”) and to the Australian Securities and Investments Commission (“ASIC”) in accordance with ASIC Regulatory Guide 74. The Company must inform the Purchaser of any material matters raised by ASX or ASIC on the documents and promptly provide the Purchaser with any new information which is to be included in, or which is required to supplement, those documents. (b) The Company must ensure that the notice of meeting and accompanying explanatory statement and proxy form have been prepared in accordance with all applicable laws, policy, the ASX Listing Rules and ASIC Regulatory Guide 74. Each party must ensure that the information it provides for the purpose of the explanatory statement complies with such requirements, and are not misleading or deceptive (whether by omission or otherwise). (c) On or prior to the execution of this Agreement, the Company must appoint an independent expert to prepare a report to be provided to the directors Shareholders of the Company shall be validly quorate only if minimum two Shareholders are personally present and its shareholders to opine as to whether who shall comprise of one representative each of _ and Investor. Each representative shall be the issue legal representative of the Tranche 2 Shares to appointing Party or the Purchaser is fair and reasonable to the Company’s shareholders (other than the Purchaser) (“Independent Expert’s Report”)proxy of such legal representative, duly authorised in writing, by such legal representative. (d) Promptly, but in 15.2 If any case no later than three Business Days, following ASX and ASIC each giving the Company written approval for, or a written statement that it has no objection to, the Company sending the notice of the general meeting, accompanying explanatory statement (including the Independent Expert’s Report) and proxy form (with or without amendments to the form of those documents as had been initially submitted to ASX and ASIC, and with dates and other details completed as applicable to the general meeting), the Company must send the notice of the general meeting of its shareholdersthe Shareholders cannot be held for want of a quorum, along with it shall be adjourned by fifteen (15) days at the accompanying explanatory statement (including same time and at the Independent Expert’s Report) and proxy form (collectivelysame place, or if that day is a holiday, to the “Notice next working day subject to due notice of Meeting”) and convene 21 days for the adjourned meeting (“General Meeting”) in accordance with the Notice of Meeting, the ASX Listing Rules, the Corporations Act and being issued by the Company’s constitution. (e) The Notice of Meeting will specify a date . If such adjourned meeting cannot be held for the meeting no earlier than the earliest date the meeting may be lawfully convened, and not more than five weeks after an announcement is made to ASX by the Company confirming dispatch want of the Notice of Meeting to its shareholders. (f) For the purposes of quorum specified in this AgreementClause, the “Approval Resolution(s)” but is or are a resolution which is, or such resolutions as are, necessary or desirable to authorise and approve the issue of the maximum number of the Tranche 2 Shares (as set out in Exhibit A) to the Purchaser in accordance with and otherwise quorate for the purposes of the ASX Listing RulesAct, section 611the members present, item 7 not being less than two, shall, notwithstanding anything else contained in this Clause, constitute the quorum at that meeting provided that no business shall be transacted which pertains to any of the Corporations Act Reserved Matters. However in case the Reserved Matters are proposed to be discussed at such Shareholder meeting, the meeting shall stand adjourned to a day after a period of seven days at the same time and at the same place subject to a due notice of seven days for the adjourned meeting is issued by the Company. In case the representative of Investor fails to appear for the second reconvened Shareholder meeting, despite issuance and delivery of proper written notice of the meeting, such Investor‟s representative presence shall not be required to constitute a quorum at the second reconvened meeting of the Shareholders and the Company’s constitutionReserved Matters, set forth in the notice of the original meeting may be transacted or undertaken at the second reconvened meeting without the consent of the Investor representative. 15.3 For all matters agreed by the Board (gother than Reserved Matters), the Parties will use their voting rights at the relevant Shareholder meeting(s), if any is held, to approve resolution(s) The Company will procure that in respect of such matter(s) approved by the directors Board. 15.4 A “Deadlock” shall be deemed to have occurred if the Shareholders fail to reach a decision on any of the Reserved Matters specified in Schedule III of this Agreement, because the Investor has not voted in favour of such matter and such matter fails to be resolved within two consecutive shareholders meetings of the Company (and one re-scheduling thereof. 15.5 The Company shall each year hold in addition to any other than Xxmeeting a general meeting as its Annual General Meeting, and shall specify the meeting as such in the notices calling it. Xxxxx Xxxxx, once appointed as a director A general meeting of the Company) will unanimously recommend that Company may be called by giving not less than 21 days‟ notice in writing. Every notice of meeting shall specify the Company’s shareholders vote in favour place, the day and hour of the Approval Resolutions meeting and shall contain a statement of the business to be proposed at transacted thereat. A general meeting of the General MeetingCompany may be called by giving shorter notice with the unanimous written consent of Investor and _ .